（於開曼群島註冊成立之有限公司） 2010 年報 年 報 2010 2010 CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”) GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this report, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report. This report, for which the directors of China Digital Licensing (Group) Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to China Digital Licensing (Group) Limited. The directors, having made all reasonable enquiries, confirmed that, to the best of their knowledge and belief:– (1) the information contained in this report is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this report misleading; and (3) all opinions expressed in this report have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. China Digital Licensing (Group) Limited Annual Report 2010 1 CONTENTS PAGE(S) CORPORATE INFORMATION ............................................................. 3 FINANCIAL HIGHLIGHTS ................................................................ 4 CHAIRMAN’S STATEMENT ............................................................... 5-6 MANAGEMENT DISCUSSION AND ANALYSIS ................................................ 7-9 CORPORATE GOVERNANCE REPORT ...................................................... 10-13 DIRECTORS’ PROFILE ................................................................... 14-15 DIRECTORS’ REPORT ................................................................... 16-25 INDEPENDENT AUDITOR’S REPORT ....................................................... 26-27 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................... 28 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ....................................... 29-30 STATEMENT OF FINANCIAL POSITION ..................................................... 31 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ........................................ 32-33 CONSOLIDATED STATEMENT OF CASH FLOWS .............................................. 34-35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ..................................... 36-86 2 China Digital Licensing (Group) Limited Annual Report 2010 CORPORATE INFORMATION BOARD OF DIRECTORS AUTHORISED REPRESENTATIVES Executive Directors Pang Hong Tao Au Shui Ming, Anna Hsu Tung Sheng (Chairman) (redesignated on 1 February 2011) AUDITOR Hsu Tung Chi (Chief Executive Officer) (appointed on 1 February 2011) Mazars CPA Limited Pang Hong Tao Certified Public Accountants Au Shui Ming, Anna REGISTERED OFFICE Non-executive Director Caledonian Bank & Trust Limited Ma She Shing, Albert (resigned on 1 February 2011) Caledonian House P.O. Box 1043 Independent Non-executive Directors George Town Grand Cayman Kwok Chi Sun, Vincent Cayman Islands Lee Kun Hung Wong Tak Shing HEAD OFFICE AND PRINCIPAL PLACE AUDIT COMMITTEE OF BUSINESS Unit 1601, Ruttonjee House Kwok Chi Sun, Vincent Ruttonjee Centre Lee Kun Hung 11 Duddell Street, Central Wong Tak Shing Hong Kong REMUNERATION COMMITTEE SHARE REGISTRAR Kwok Chi Sun, Vincent Standard Registrars Limited Au Shui Ming, Anna 26/F., Tesbury Centre Lee Kun Hung 28 Queen’s Road East COMPANY SECRETARY Wanchai, Hong Kong Au Shui Ming, Anna PRINCIPAL BANKER COMPLIANCE OFFICER Standard Chartered Bank (Hong Kong) Limited Au Shui Ming, Anna WEBSITE ADDRESS www.chinadigitallic.com STOCK CODE 8175 China Digital Licensing (Group) Limited Annual Report 2010 3 FINANCIAL HIGHLIGHTS For the year ended 31 December 2006 2007 2008 2009 2010 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 RESULTS Turnover 6,622 21,238 10,044 4,150 6,973 (Loss) Profit for the year attributable to: Equity holders of the Company (6,273 ) (2,470 ) (66,159 ) (8,767 ) (21,452 ) Non-controlling interests – 3,176 (4,246 ) 308 (7,640 ) (Loss) Profit for the year (6,273 ) 706 (70,405 ) (8,459 ) (29,092 ) ASSETS AND LIABILITIES As at 31 December 2006 2007 2008 2009 2010 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Total assets 27,565 135,776 101,184 161,305 200,617 Total liabilities (5,284 ) (18,101 ) (61,195 ) (46,657 ) (48,247 ) Non-controlling interests – (18,019 ) (672 ) (13,205 ) (5,912 ) Net assets attributable to equity holders of the Company 22,281 99,656 39,317 101,443 146,458 Note: The Company was incorporated in the Cayman Islands on 10 October 2002 and became the holding company of the Group on 15 January 2003 as a result of the Group Reorganisation. 4 China Digital Licensing (Group) Limited Annual Report 2010 CHAIRMAN’S STATEMENT On behalf of the board of directors (the “Board”), we hereby present the Annual Report of China Digital Licensing (Group) Limited (the “Company”) and its subsidiaries (together, the “Group”) for the year ended 31 December 2010. OPeration REVieW I. e-Licensing Business During the year under review, the digital copyright management business of the Group has achieved significant breakthroughs. The Group officially signed an exclusive cooperation agreement in December 2010 with OneStop China Limited (“OSC”), the joint venture established by Universal, Warner and Sony, in relation to obtaining the exclusive license for the provision of the music contents licensed by the top three record labels on the music platform of China Unicom. Up to 450,000 pieces of music content are retrieved from domestic and overseas music libraries. In February 2011, the Group formally launched the music contents licensed by OSC on the music platform of China Unicom. By the end of March 2011, several thousands of the latest and the most popular licensed songs have been uploaded by the Group, including songs from Chinese artists like Eason Chan (陳奕迅), Faye Wong (王菲), Khalil Fong (方大同), Jam Hsiao (蕭敬騰), Leehom Wang (王力宏) and Rainie Yang (楊丞 琳) and international artists like Lady Gaga, Michael Jackson and Mariah Carey. Most of these songs are the nationwide hit of the weekly pop chart of China Unicom. As one of the leading mobile operators in China, China Unicom’s customer base reached approximately 160 million (of which 17 million customers subscribed to the 3G network), and the number of 3G network subscribers is accelerating at a rapid pace. Being the largest music content provider of China Unicom, the Group will further co-operate with China Unicom on the special music zones under the music platform of China Unicom to provide music oriented value-added services which are likely to generate substantial immediate revenue to the Group. In January 2011, the Group entered into an agreement to acquire 25% equity interest of Socle Limited and its subsidiaries (“Socle Group”), one of the leading distributors of professional sports licensed media content in China. Socle Group possesses diversified professional sporting events contents, including the Chinese Basketball Association, China Football Association Super League, Mission Hills Golf World Cup and FIFA Club World Cup, which captures over 50% of the market share of China’s professional sports events licensing market with over 2,000 hours of events and special sports programs output every year. Socle Group built a sports TV broadcast platform that spans across the country and overseas regions. The Group is working closely with Socle Group to penetrate the sports content into the telecommunication sector and other digital media networks. China Digital Licensing (Group) Limited Annual Report 2010 5 CHAIRMAN’S STATEMENT II. e-Learning Business Building upon the Group’s e-Learning platform and its close relationship with the school network in Hong Kong, the Group has evolved from an e-learning provider to a leading turnkey supplier to provide various e-learning platforms, joint school competitions, extra-curricular activities, various e-learning contents and resources, and the provision of the latest educational/green technology solutions. The Hong Kong Government and the Macao Government both place high emphasis on education. In view of the buoyant economies condition, increasing financial resources have been diverted to nearly to all the secondary and primary schools. During the reporting year, the Group has successfully clinched over 30 primary schools in the first batch of the Hong Kong Government